ISS recommends that Citigroup shareholders not vote for the reelection of four directors. Three of the directors -- Alain J.P. Balda (Chair, Alcoa), Kenneth Derr (former Chair, Chevron), and Richard Parsons (Chair, Time Warner) are on the Compensation Committee, which approved a $9.5 million pay package to CFO Gary Crittenden and the exit package for departing CEO Charles Prince. The fourth director, Anne Mulcahy serves on three corporate boards as well as her day job as Chair of Xerox. CFO.com, ISS: Throw Them Citi Bums Out.

The U.S. Chamber of Commerce, meanwhile, has expressed concern that ISS policy-setting process furthers the agenda of "a minority of special-interest activist shareholders," according to BNA's Securities Law Daily, and calls on RiskMetrics for greater transparency.